SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

de Masi Niccolo

(Last)

(First)

(Middle)

C/O GLU MOBILE INC.

500 HOWARD STREET, SUITE 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLU MOBILE INC [ GLUU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/24/2014		A		175,000		⁽²⁾	04/24/2020	Common Stock	175,000	$0.00	175,000	D
Performance Restricted Stock Units	⁽¹⁾	04/24/2014		A		225,000		⁽³⁾	04/24/2020	Common Stock	225,000	$0.00	225,000	D
Performance Restricted Stock Units	⁽¹⁾	04/24/2014		A		350,000		⁽⁴⁾	04/24/2020	Common Stock	350,000	$0.00	350,000	D

Explanation of Responses:

1. Each restricted stock unit or performance restricted stock unit represents a contingent right to receive one share of Glu Mobile Inc. common stock.

2. The restricted stock unit will vest as to 25% of the total number of shares of subject to the RSU on May 15, 2015 (the "RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date will be August 15, 2015, the next quarterly vesting date will be November 15, 2015, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the RSU will vest on the next trading day.

3. The performance restricted stock unit will vest only if Glu's stock trades at or above $7.00 per share for 30 consecutive trading days (the "$7.00 Vesting Trigger"). Assuming the $7.00 Vesting Trigger has been met, the performance RSU vests as to 25% of the total number of shares of subject to the performance RSU on May 15, 2015 (the "Performance RSU First Vesting Date"), with the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years following the Performance RSU First Vesting Date on the same day of each sixth month (e.g., the second vesting date will be November 15, 2015, the third vesting date will be May 15, 2016, etc.); provided, however, that if any portion of the performance RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the performance RSU will vest on the next trading day.

4. The performance restricted stock unit will vest only if Glu's stock trades at or above $10.00 per share for 30 consecutive trading days (the "$10.00 Vesting Trigger"). Assuming the $10.00 Vesting Trigger has been met, the performance RSU vests as to 25% of the total number of shares of subject to the performance RSU on the Performance RSU First Vesting Date, with the remaining 75% of the underlying shares vesting in equal 12.5% installments over the next three years following the Performance RSU First Vesting Date on the same day of each sixth month (e.g., the second vesting date will be November 15, 2015, the third vesting date will be May 15, 2016, etc.); provided, however, that if any portion of the performance RSU vests on a date that is a non-trading day on The NASDAQ Stock Market, then the performance RSU will vest on the next trading day.

Remarks:

	/s/ Niccolo M. de Masi	04/25/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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